CORRESP

April 28, 2022

VIA EDGAR AND HAND DELIVERY

Division of Corporation Finance

Office of Energy and Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

Attention:

Ethan Horowitz

Jennifer O’Brien

Re:

Falcon Minerals Corporation

Form 10-K for Fiscal Year Ended December 31, 2021

Form 8-K dated March 10, 2022

Response dated April 14, 2022

File No. 001-38158

Ladies and Gentlemen:

On behalf of Falcon Minerals Corporation (the “Company”), set forth below are the Company’s responses to the comment of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s response to the Staff’s comments dated April 8, 2022 on the Form 10-K for Fiscal Year Ended December 31, 2021 (the “Form 10-K”) and Form 8-K dated March 10, 2022 (the “Form 8-K”).

Set forth below is the response of the Company to the comment in the Staff’s letter to the Company, dated April 25, 2022, relating to the Form 10-K and the Form 8-K. For convenience of reference, the text of the comment in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately thereafter. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Form 10-K or the Form 8-K, as applicable.

Item 2.02 Form 8-K

Non-GAAP Financial Measures, page 8

Please address the following points related to information you provided in response to comments 8 and 10 regarding your presentation of Pro-forma free cash flow:

•

Present the most directly comparable GAAP measure with equal or greater prominence (i.e., Net cash provided by operating activities). Refer to Item 10(e)(1)(i)(a) of Regulation S-K and Question 102.10 of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures. In this regard, reconciliation to Adjusted EBITDA does not appear to be appropriate.

•

Further clarify your response to explain how you considered Question 102.07 of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures which states that free cash flow is typically calculated as cash flows from operating activities less capital expenditures.